Common use of Clauses Restricting Subsidiary Distributions Clause in Contracts

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor held by, or pay any Indebtedness owed to, the Issuer or any Guarantor, (b) make loans or advances to, or other Investments in, the Issuer or any Guarantor or (c) transfer any of its assets to the Issuer or any Guarantor, except, in the case of each of clauses (a), (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Guarantor, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor held by, or pay any Indebtedness owed to, the Issuer or any Guarantor, (b) make loans or advances to, or other Investments in, the Issuer or any Guarantor or (c) transfer any of its assets to the Issuer or any Guarantor, except, in the case of each of clauses (a), (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Guarantor, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Secured Indebtedness or Additional First Lien Secured Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Restricted Subsidiary held by, or pay any Indebtedness owed to, the Issuer New Holdings or any Guarantorother Restricted Subsidiary, (b) make loans or advances to, or other Investments in, the Issuer New Holdings or any Guarantor other Restricted Subsidiary or (c) transfer any of its assets to the Issuer New Holdings or any Guarantorother Restricted Subsidiary, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Loan Documents and (or any agreement governing any Permitted Refinancing in respect of the UST Facility andTerm Loans, solely with respect so long as any such restriction contained in such refinancing agreement is not materially less favorable to GM Canada and its Subsidiaries, the Canadian FacilityLenders that that which exists as of the Effective Date), (ii) any restrictions with respect to a Guarantor Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such GuarantorRestricted Subsidiary, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredlaw, (iv) restrictions in effect on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by Effective Date contained in the holder of such Lien or agreements governing the Indebtedness in effect on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by Effective Date and in any agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in the acquirer of such assetsagreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, (v) customary non-assignment provisions in joint venture with respect to contracts, leases or licensing agreements and other similar agreements (entered into by New Holdings or any of its Restricted Subsidiaries, in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under subsection 8.3 and any documents or instruments governing the terms of any agreements governing purchase money obligations, Capital Lease Obligations Indebtedness or Attributable Obligations not incurred in violation of this Agreementother obligations secured by any such Liens; provided that, that such prohibitions or restrictions relate apply only to the Property financed with assets subject to such Indebtedness, (vii) restrictions contained in any Existing Agreement, Liens; (viii) restrictions contained in any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the extent permitted date on which such Restricted Subsidiary was acquired by the provisions New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of any Excluded First Lien Indebtedness or Additional First Lien Indebtednesssuch Person becoming a Restricted Subsidiary, (ix) restrictions any customary restriction on cash or other deposits imposed by customers under contracts or other arrangements agreements entered into in the ordinary course of business or agreed to net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) customary nonprovisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-assignment provisions in leasesleaseback agreements, contracts, licenses stock sale agreements and other similar agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred restrictions under any Indebtedness permitted by subsection 8.2 if such restrictions are no more restrictive to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction New Holdings and its Restricted Subsidiaries than those contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseunder this Agreement.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Qualified Subsidiary to (a) make Restricted Dividend Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, Holdings, the Issuer Borrowers or any Guarantorother Subsidiary, (b) make loans or advances to, or other Investments in, Holdings, the Issuer Borrowers or any Guarantor other Subsidiary or (c) transfer any of its assets to Holdings, the Issuer Borrowers or any Guarantorother Subsidiary, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityCredit Documents, (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iii) any agreement or instrument governing Indebtedness assumed restrictions existing and as in connection with effect on the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredClosing Date, (iv) restrictions on the transfer of assets subject pursuant to any Lien Hedge Agreements permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetshereunder, (v) provisions pursuant to any Indebtedness in joint venture agreements existence on the date hereof and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of businessany refinancing thereof permitted hereunder, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtednessapplicable law, (vii) restrictions which are not more restrictive than those contained in this Agreement contained in any Existing documents governing any Indebtedness incurred after the Closing Date in accordance with the provisions of this Agreement, (viii) restrictions contained in under any agreement documents relating to any Indebtedness joint ventures of Borrowers to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtednessthat such joint ventures are not prohibited hereunder, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements any agreement in effect at the time a Person first became a Subsidiary, so long as such agreement was not entered into or agreed to solely in the ordinary course contemplation of businesssuch Person becoming a Subsidiary, (x) customary non-assignment provisions in leasesleases restricting assignability or subleasing, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) restrictions or conditions imposed by any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions agreement relating to secured Indebtedness permitted by this Agreement if such encumbrance restrictions or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, conditions apply only to the Group Members property or assets securing such Indebtedness, and (xii) licenses or contracts which by the Noteholders than terms of such licenses and contracts prohibit the provisions relating to such encumbrance or restriction granting of Liens on the rights contained in agreements referred to in such clausetherein.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of Holdings other than a Loan Party or Sears Canada to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Guarantor Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Issuer Holdings or any Guarantorother Subsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, the Issuer Holdings or any Guarantor other Subsidiary of Holdings or (c) transfer any of its assets to the Issuer Holdings or any Guarantorother Subsidiary of Holdings, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents this Agreement and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, other Loan Documents; (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such GuarantorSubsidiary; (iii) the provisions contained in any existing indebtedness (and in any refinancing of such indebtedness so long as no more restrictive than those contained in the respective existing indebtedness so refinanced); (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (iiiv) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithdebt, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so acquiredlong as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ivix) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing securing purchase money obligations and capitalized lease obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment net worth provisions contained in leases, contracts, licenses and other agreements real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course of business and consistent with past practices (including past practices ability of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred Borrowers and their Subsidiaries to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clausemeet their ongoing obligations.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of Holdings to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Holdings or any GuarantorSubsidiary of Holdings, (b) make loans or advances to, or other Investments in, the Issuer Holdings or any Guarantor Subsidiary of Holdings or (c) transfer any of its assets to the Issuer Holdings or any Guarantorother Subsidiary of Holdings, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions or conditions with respect to a Guarantor Subsidiary of Holdings (other than BA or CA) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary; provided that such restrictions or conditions apply only to the Subsidiary that is to be Disposed or the assets that are to be Disposed and such Disposition is permitted hereunder, (iii) with respect to clause (c) above, customary provisions restricting assignment of any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (iv) with respect to clause (c) above, restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted to be incurred under this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) with respect to clause (c) above, customary joint venture agreements relating to purchase options, rights of first refusal or call or similar rights of a third party that owns Capital Stock in such joint venture, (vi) restrictions contained obligations binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of a Borrower after the Closing Date, so long as such restriction was not entered into in connection or in contemplation of such Person becoming a Subsidiary, or any permitted amendment, renewal, extension or refinancing of any such restriction so long as the terms of any agreements governing purchase money obligationssuch amendment, Capital Lease Obligations renewal, extension or Attributable Obligations refinancing, taken as a whole, are not incurred in violation of this Agreementmore restrictive than such restriction; provided that, that any such restrictions relate restriction shall only be applicable to the Property financed with such Indebtednessrelevant Subsidiary so acquired and shall not be applicable to any other Person, (vii) restrictions contained in any Existing AgreementIndebtedness of a Subsidiary of Holdings which is not a Loan Party which is permitted by Section 8.2, (viii) customary restrictions contained in any agreement relating to any Indebtedness leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, assets subject thereto and (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clausebusiness.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Guarantor Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Issuer Holdings or any Guarantorother Subsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, the Issuer Holdings or any Guarantor other Subsidiary of Holdings or (c) transfer any of its assets to the Issuer Holdings or any Guarantorother Subsidiary of Holdings, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents this Agreement and the UST Facility andother Loan Documents or the Material Documents (and any future agreements with restrictions no more burdensome, solely with respect to GM Canada and its Subsidiariesin the good faith determination of the Borrowers, than those contained in any of the Canadian Facility, foregoing); (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such GuarantorSubsidiary; (iii) the provisions contained in any agreement governing indebtedness existing as of the Effective Date (and in any refinancing of such indebtedness so long as no more restrictive than those contained in the respective existing indebtedness); (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (iiiv) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithdebt, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so acquiredlong as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ivix) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing securing purchase money obligations and capitalized lease obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment net worth provisions contained in leases, contracts, licenses and other agreements real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course of business and consistent with past practices (including past practices ability of the GM Oldco PartiesBorrowers and their Subsidiaries to meet their ongoing obligations, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings restrictions in respect of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members REMIC Certificates and the Noteholders than real property assets related thereto, the provisions relating to Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, (xii) restrictions governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization, and (xiii) such encumbrance or restriction contained in agreements referred to in such clauseother restrictions as the Borrowers and Agent may agree.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or contractual restriction on the ability of any such Guarantor Significant Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Significant Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all terms of the Capital Stock or assets of such Guarantorinstruments governing the Accounts Receivable Financing, (iii) Requirements of Law, (iv) any restrictions existing on the Closing Date, (v) any restriction relating to Indebtedness of any Subsidiary and existing at the time it became a Subsidiary (so long as not created in anticipation of such Person becoming a Subsidiary), (vi) any restrictions that result from the refinancing of Indebtedness, provided that such restriction is no less favorable to the Lenders than those under the agreement or instrument governing evidencing the Indebtedness assumed so refinanced and (vii) in connection with the acquisition case of assets restrictions on asset transfers, (A) any restrictions relating to Indebtedness that limit the right of the debtor to dispose of any property securing such 42 Indebtedness, (B) any restrictions encumbering property at the time such property was acquired by the Issuer Borrower or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithSubsidiary, which encumbrance or so long as such restriction is not applicable relates solely to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person property so acquired, (ivC) any restrictions on resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder or (D) any restrictions customarily contained in asset sale agreements limiting the transfer of assets subject to any Lien permitted by Section 6.4 imposed by such property pending the holder closing of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clausesale.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any GuarantorSubsidiary, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor Subsidiary or (c) transfer any of its assets to the Issuer Borrower or any GuarantorSubsidiary, exceptexcept for, in the case of each of clauses (a)case, (b) and (c) above, for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iii) any agreement or instrument governing Indebtedness assumed in connection with restrictions imposed pursuant to the acquisition of assets by Holdings Debt Agreements, the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithTower Notes Indenture Documents or, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets upon and after consummation of the Person so acquiredGlobal Signal Acquisition, the Global Signal Loan Documents, (iv) any restrictions on substantially comparable to the transfer of assets subject restrictions permitted by clause (iii) above and imposed pursuant to any Lien permitted by Section 6.4 imposed by the holder agreement governing any other Indebtedness of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetsHoldings, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of businessany restrictions imposed by applicable law, (vi) any restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted imposed by the provisions Governing Documents of Holdings or any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, of its Subsidiaries as in effect as of the date hereof and (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (xvi) customary non-assignment provisions in leases, contracts, licenses leases and other agreements contracts entered into in the ordinary course of business and consistent with past practices (including past practices of restricting the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseassignment thereof.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan Documents; (ii) any restrictions existing under the Senior Secured Note Notes Documents and any agreements governing any Priority Lien Debt or Parity Lien Debt (as defined in the UST Facility and, solely with respect Collateral Trust Agreement) to GM Canada and its Subsidiaries, the Canadian Facility, extent no more restrictive than any such restrictions hereunder; (iiiii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such Guarantor, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, Subsidiary; (iv) any restrictions on the transfer by reason of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of businessagreements, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other similar agreements entered into in the ordinary course of business and consistent with past practices practice; (including past practices of v) any restrictions imposed by agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the GM Oldco Parties, as applicable), assets financed thereby) or (xivi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of customary restrictions existing in documentation governing Junior Debt to the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in extent no more restrictive than any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauserestrictions hereunder.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Restricted Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Restricted Subsidiary held by, or pay any Indebtedness owed to, the Issuer any Group Member or any Guarantor, (b) make loans or advances to, or other Investments in, the Issuer or any Guarantor or (c) transfer any of its assets to the Issuer or to, any GuarantorGroup Member, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the UST Facility andClosing Date, solely (iii) any encumbrance or restriction with respect to GM Canada a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and its Subsidiariesoutstanding on such date, which encumbrance or restriction is not applicable to the Canadian Facilityany other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Guarantor Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorRestricted Subsidiary, (iiivii) any encumbrances or restrictions applicable solely to a Restricted Subsidiary that is not a Loan Party and contained in any credit facility extended to any such Restricted Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders, taken as a whole, than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets Capital Stock of any Person, Person other than a Wholly Owned Subsidiary that is acquired after the Person or the properties or assets of the Person so acquiredClosing Date, (ivxi) customary restrictions on and conditions contained in any agreement relating to the transfer Disposition of assets subject to any Lien property permitted by Section 6.4 imposed by 8.5 pending the holder consummation of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetsDisposition, (vxii) customary provisions in joint venture agreements and other similar agreements (in each case relating solely applicable to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of businessventures, (vixiii) restrictions contained any encumbrance or restriction in the terms of agreements related to any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such IndebtednessPermitted Securitization, (viixiv) restrictions contained in any Existing Agreementholder of a Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (viiixv) customary restrictions and conditions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions sale of any Excluded First Lien Indebtedness or Additional First Lien Indebtednessproperty permitted under Section 8.5 pending the consummation of such sale, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (xxvi) customary non-assignment provisions in leasespartnership agreements, contractslimited liability company organizational governance documents, licenses asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business and consistent that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, (xvii) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with past practices respect to any class of Capital Stock of a Person other than on a pro rata basis, (including past practices of xviii) provisions in the GM Oldco PartiesSenior Notes Indenture, as applicable), or in effect on the Closing Date and (xixix) any amendmentsrestrictions and conditions imposed by any amendment, modificationsmodification, restatementsrestatement, increasesrenewal, supplementsincrease, refundingssupplement, replacementsrefunding, replacement or refinancings refinancing of the contractsany contract, instruments instrument or obligations obligation referred to in clauses (i) through (xxviii) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, replacement or refinancing are not materially less favorableis, in the good faith judgment of the Borrower, no more restrictive with respect to such restrictions taken as a whole, to the Group Members and the Noteholders whole than the provisions relating those in existence prior to such encumbrance amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restriction contained in agreements referred to in such clause.refinancing. 165

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Restricted Subsidiary held by, or pay any Indebtedness owed to, the Issuer Company or any Guarantorother Restricted Subsidiary, (b) make loans or advances to, or other Investments in, to the Issuer Company or any Guarantor other Restricted Subsidiary or (c) transfer any of its assets to the Issuer Company or any Guarantorother Restricted Subsidiary, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorRestricted Subsidiary, (iii) any agreement or instrument governing Indebtedness assumed customary provisions in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithleases, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, licenses and other than the Person or the properties or assets of the Person so acquiredagreements restricting assignment thereof, (iv) restrictions that are binding on a Restricted Subsidiary at the transfer time it becomes a Restricted Subsidiary and that were not entered into in contemplation of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to its becoming a Disposition permitted by Section 6.12 imposed by the acquirer of such assetsRestricted Subsidiary, (v) provisions in joint venture agreements and other similar agreements (in each case restrictions imposed by any agreement relating solely to secured obligations that apply only to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, property securing such obligations and (vi) restrictions contained in effect on the terms of Closing Date and identified in Schedule 7.13 and any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreementinstrument or agreement which refinances or replaces any instrument or agreement listed in Schedule 7.13, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are is not materially less favorable, taken as a whole, to more onerous on the Group Members Company and its Restricted Subsidiaries than those in effect on the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseClosing Date.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or -------------------------------------------- suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredlaw, (iv) restrictions on in the transfer case of assets subject to clause (c) above, customary provisions restricting subletting or assignment of any Lien permitted by Section 6.4 imposed by lease governing a leasehold interest of Holdings, the holder Borrower or any of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetstheir respective Subsidiaries, (v) in the case of clause (c) above, customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) restricting assignment of any licensing agreement entered into by Holdings, the Borrower or any of their respective Subsidiaries in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations document or Attributable Obligations not incurred in violation of this Agreement; provided that, instrument evidencing Foreign Subsidiary working capital Indebtedness permitted under Section 7.2 so long as such restrictions relate encumbrance or restriction only applies to the Property financed with Foreign Subsidiary incurring such Indebtedness, (vii) restrictions contained in any Existing Agreement, the Senior Note Indenture and (viii) restrictions customary provisions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other joint venture agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, so long as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, only applies to the Group Members and the Noteholders than the provisions relating to relevant joint venture governed by such encumbrance or restriction contained in agreements referred to in such clauseagreement.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer any Borrower or any Guarantorother Subsidiary, (b) make loans or advances to, or other Investments in, the Issuer any Borrower or any Guarantor other Subsidiary or (c) transfer any of its assets to the Issuer any Borrower or any Guarantorother Subsidiary of such Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor Subsidiary (other than a Borrower) imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary permitted hereunder, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets restrictions and conditions imposed by the Issuer applicable law or any Guarantor permitted hereunder Governmental Authority or secured Government-Sponsored Enterprise (including pursuant to regulatory restrictions (including, for the avoidance of doubt, “financial requirements” imposed pursuant to PMIERs and similar restrictions imposed by a Lien encumbering assets acquired in connection therewith, which encumbrance any Government- Sponsored Enterprise and agreements with any Governmental Authority or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredGovernment-Sponsored Enterprise)), (iv) any restrictions imposed on Subsidiaries that are borrowers under any Mortgage Secured Financings so long as the restrictions are imposed only on the transfer Subsidiary borrowers under such Mortgage Secured Financings and such Subsidiaries have no material businesses other than mortgage originations and related activities and (iv) any contractual restriction of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or a Subsidiary existing on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of date such assetsSubsidiary is acquired (so long as, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms respect of any agreements governing purchase money obligationssuch contractual prohibition, Capital Lease Obligations or Attributable Obligations such prohibition is not incurred in violation contemplation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicableacquisition), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer or any GuarantorGroup Member, (b) make loans or advances to, or other Investments in, the Issuer or any Guarantor Group Member or (c) transfer any of its assets to the Issuer or any GuarantorGroup Member, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Senior Unsecured Note Documents and the UST Facility andIndenture), solely (iii) any encumbrance or restriction with respect to GM Canada a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which it became a Subsidiary (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary) and its Subsidiariesoutstanding on such date, which encumbrance or restriction is not applicable to the Canadian Facilityany other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iiivii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2(k) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower) and (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets Capital Stock of any Person, Person other than a Wholly Owned Subsidiary that is acquired after the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseClosing Date.

Clauses Restricting Subsidiary Distributions. The Issuer will Shall not, and will shall not permit any Guarantor other Loan Party to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantor, Subsidiary Guarantor or (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor or (c) transfer any of its assets to the Issuer or any Subsidiary Guarantor, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor imposed encumbrance or restriction pursuant to applicable law or an agreement that has been in effect at or entered into in connection with on the Disposition Closing Date or pursuant to the Plan of all or substantially all of the Capital Stock or assets of such GuarantorReorganization, (iii) any encumbrance or restriction with respect to a Subsidiary or any of its Subsidiaries pursuant to an agreement or instrument governing Indebtedness assumed in connection with relating to any obligation incurred by such Subsidiary prior to the acquisition of assets date on which such Subsidiary was acquired by the Issuer Borrower (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any Guarantor permitted hereunder portion of the funds or secured credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by a Lien encumbering assets acquired in connection therewiththe Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to any Person, the Borrower or the properties or assets of any Person, other than the Person its Subsidiaries or the properties or assets of the Person Borrower or its Subsidiaries (other than the Subsidiary, or the property or assets of the Subsidiary so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary), (iv) restrictions on the transfer any encumbrance or restriction pursuant to an agreement effecting a refinancing or replacement of assets subject Indebtedness incurred pursuant to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any an agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses clause (i), (ii) through or (xiii) above; provided, however, that the provisions relating to such encumbrance of this Section 7.10 or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such this clause.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Loan Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary. The foregoing shall not apply to: (i) restrictions currently set forth in the Senior Subordinated Note Indenture, until such time as the Senior Subordinated Notes are repurchased in accordance with the Tender Offer Documents or as permitted by Section 8.9, and, if no Senior Subordinated Notes are so repurchased or if all the Senior Subordinated Notes are not repurchased, any similar restrictions in any Permitted Refinancing Indebtedness in respect thereof, (iiiii) any agreement or instrument governing Indebtedness assumed binding upon a Person acquired in connection with an acquisition permitted hereby as such agreement or instrument is in effect at the time of such acquisition of assets by (except to the Issuer extent such agreement or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired instrument was entered into in connection therewithwith or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired, and (iviii) restrictions on the customary anti-assignment, subletting and transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements leases and licenses and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) contracts entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Company or any Guarantor, Subsidiary or (b) make loans or advances to, or other Investments in, in the Issuer Company or any Guarantor or (c) transfer any of its assets to the Issuer or any GuarantorSubsidiary, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityDocuments, (ii) any restrictions with respect to a Guarantor such Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iii) any agreement restrictions regarding licenses or instrument governing Indebtedness assumed in connection with the acquisition of assets sublicenses by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired Company and its Subsidiaries of Intellectual Property in connection therewith, the ordinary course of business (in which encumbrance or case such restriction is not applicable shall relate only to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredsuch Intellectual Property), (iv) restrictions on Contractual Obligations incurred in the transfer ordinary course of assets subject to business which include customary provisions restricting the assignment of any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetsagreement relating thereto, (v) customary provisions contained in joint venture agreements and other similar agreements (in each case relating solely applicable to the respective joint venture or similar entity or the Capital Stock therein) ventures entered into in the ordinary course of business, (vi) restrictions contained in customary provisions restricting the terms subletting or assignment of any agreements lease governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtednessa leasehold interest, (vii) customary restrictions contained in any Existing Agreement, (viii) restrictions and conditions contained in any agreement relating to any Indebtedness to the extent an asset sale permitted by Section 10.4 or 10.5, (viii) any agreement in effect at the provisions time any Person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of any Excluded First Lien Indebtedness or Additional First Lien Indebtednesssuch Person becoming a Subsidiary, (ix) such restrictions in effect immediately prior to the Closing, (x) applicable law, (xi) restrictions on cash or other deposits or net worth imposed by customers or landlords under contracts or other arrangements entered into or agreed to in the ordinary course of business, (xxii) customary non-assignment provisions any restrictions on the transfer of any property subject to a Lien permitted by Section 10.3; and (xiii) restrictions set forth in leases, contracts, licenses and other agreements entered into Indebtedness incurred pursuant to Section 10.2(a) (provided that the restrictions in any Permitted Refinancing Indebtedness incurred under Section 10.2(a) taken as a whole are no less favorable in any material respect to the ordinary course of business and consistent with past practices (including past practices holders of the GM Oldco PartiesNotes than those restrictions that are then in effect under the Indebtedness that is being refinanced, as applicablerenewed, replaced or extended), or Section 10.2(c) (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses provided that (i) through the restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings, and any such restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes, and (xii) above; provided, however, that the provisions relating to such encumbrance or restriction contained restrictions in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, Permitted Refinancing Indebtedness incurred under Section 10.2(c) taken as a whole, whole are no less favorable in any material respect to the Group Members and holders of the Noteholders Notes than those restrictions that are then in effect under the Indebtedness that is being refinanced, renewed, replaced or extended), Section 10.2(h) (provided that (i) the restriction is not applicable to any Person, or the property or assets of any Person, other than the provisions relating to such encumbrance or restriction contained in agreements referred to Person that becomes a Subsidiary as described in such clauseSection 10.2(h), and (ii) the restrictions in any Permitted Refinancing Indebtedness incurred under Section 10.2(h) taken as a whole are no less favorable in any material respect ot the holders of the Notes than those restrictions that are then in effect under the Indebtedness that is being refinanced, renewed, replaced or extended) or Section 10.2(i) (provided that the restriction is not materially more disadvantageous to the holders of the Notes than is customary in comparable financings, and any such restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes).

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Guarantor Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Issuer Holdings or any Guarantorother Subsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, the Issuer Holdings or any Guarantor other Subsidiary of Holdings or (c) transfer any of its assets to the Issuer Holdings or any Guarantorother Subsidiary of Holdings, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents this Agreement and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, other Loan Documents; (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such GuarantorSubsidiary that is permitted by the terms of this Agreement; (iii) the provisions contained in any agreement governing Debt existing as of the Effective Date (and in any refinancing of such Debt that is permitted by the terms of this Agreement so long as no more restrictive than those contained in the respective agreement governing such existing Debt); (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (iiiv) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithdebt, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so acquiredlong as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ivix) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing securing purchase money obligations, obligations and Capital Lease Obligations or Attributable Obligations not incurred in violation of this AgreementObligations; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment net worth provisions contained in leases, contracts, licenses and other agreements real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course of business and consistent with past practices (including past practices ability of the GM Oldco PartiesBorrowers and their Subsidiaries to meet their ongoing obligations, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings restrictions in respect of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members REMIC Certificates and the Noteholders than real property assets related thereto, the provisions relating to Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, (xii) restrictions governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization and (xiii) such encumbrance or restriction contained in agreements referred to in such clauseother restrictions as the Borrowers and the Agent may agree.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter -------------------------------------------- into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredlaw, (iv) restrictions on in the transfer case of assets subject to clause (c) above, customary provisions restricting subletting or assignment of any Lien permitted by Section 6.4 imposed by lease governing a leasehold interest of Holdings, the holder Borrower or any of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetstheir respective Subsidiaries, (v) in the case of clause (c) above, customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) restricting assignment of any licensing agreement entered into by Holdings, the Borrower or any of their respective Subsidiaries in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations document or Attributable Obligations not incurred in violation of this Agreement; provided that, instrument evidencing Foreign Subsidiary working capital Indebtedness permitted under Section 7.2 so long as such restrictions relate encumbrance or restriction only applies to the Property financed with Foreign Subsidiary incurring such Indebtedness, (vii) restrictions contained in any Existing Agreement, the Senior Note Indenture and (viii) restrictions customary provisions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other joint venture agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, so long as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, only applies to the Group Members and the Noteholders than the provisions relating to relevant joint venture governed by such encumbrance or restriction contained in agreements referred to in such clauseagreement.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Restricted 125 Subsidiary held by, or pay any Indebtedness owed to, the Issuer New Holdings or any Guarantorother Restricted Subsidiary, (b) make loans or advances to, or other Investments in, the Issuer New Holdings or any Guarantor other Restricted Subsidiary or (c) transfer any of its assets to the Issuer New Holdings or any Guarantorother Restricted Subsidiary, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Loan Documents and (or any agreement governing any Permitted Refinancing in respect of the UST Facility andLoans, solely with respect so long as any such restriction contained in such refinancing agreement is not materially less favorable to GM Canada and its Subsidiaries, the Canadian FacilityLenders than that which exists as of the Effective Date), (ii) any restrictions with respect to a Guarantor Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such GuarantorRestricted Subsidiary, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredlaw, (iv) restrictions in effect on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by Effective Date contained in the holder of such Lien or agreements governing the Indebtedness in effect on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by Effective Date and in any agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in the acquirer of such assetsagreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, (v) customary non-assignment provisions in joint venture with respect to contracts, leases or licensing agreements and other similar agreements (entered into by New Holdings or any of its Restricted Subsidiaries, in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any agreements governing purchase money obligations, Capital Lease Obligations Indebtedness or Attributable Obligations not incurred in violation of this Agreementother obligations secured by any such Liens; provided that, that such prohibitions or restrictions relate apply only to the Property financed with assets subject to such Indebtedness, (vii) restrictions contained in any Existing Agreement, Liens; (viii) restrictions contained in any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the extent permitted date on which such Restricted Subsidiary was acquired by the provisions New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of any Excluded First Lien Indebtedness or Additional First Lien Indebtednesssuch Person becoming a Restricted Subsidiary, (ix) restrictions any customary restriction on cash or other deposits imposed by customers under contracts or other arrangements agreements entered into in the ordinary course of business or agreed to net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) customary nonprovisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-assignment provisions in leasesleaseback agreements, contracts, licenses stock sale agreements and other similar agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to restrictions under any Indebtedness permitted by Section 8.2 if such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing restrictions are not materially less favorable, taken as a whole, no more restrictive to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction those contained in agreements referred to in such clauseunder this Agreement.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Senior Subordinated Note Documents and the UST Facility andIndenture), solely (iii) any encumbrance or restriction with respect to GM Canada a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries, or the Canadian Facilityproperties or assets of the Borrower or its Subsidiaries, other than the Subsidiary, or the property or assets of the Subsidiary, so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iiivii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2(m) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower) and (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets Capital Stock of any Person, Person other than a Wholly Owned Subsidiary that is acquired after the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseClosing Date.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions (i) existing under or by reason of (iA) any restrictions existing under the Secured Note Loan Documents and or (B) any restrictions existing under the UST Facility and, solely with respect to GM Canada and its Subsidiaries, ABL Documentation as in effect on the Canadian FacilityClosing Date, (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iii) representing any agreement or instrument governing Indebtedness assumed binding upon a Person acquired in connection with an acquisition permitted hereby as such agreement or instrument is in effect at the time of such acquisition of assets by (except to the Issuer extent such agreement or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired instrument was entered into in connection therewithwith or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired, (iv) restrictions on the customary anti-assignment, subletting and transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements leases and licenses and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) contracts entered into in the ordinary course of business, (v) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (vi) restrictions contained in the terms and conditions imposed by any Requirement of Law, and (vii) any agreements governing any purchase money obligations, Liens or Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent otherwise permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clausehereby.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of (a) any such Guarantor Subsidiary of the Borrower to (aA) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (bB) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (cC) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), or (b) and (c) aboveany Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iii) restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement in effect on the Closing Date (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations, conditions and prohibitions are no more restrictive, taken as a whole, than those set forth in such existing indentures, agreements or instruments (including this Agreement), (iv) any restrictions consisting of customary provisions contained in leases, licenses and joint ventures and other agreements, (v) prohibitions or conditions under applicable law, rule or regulation, (vi) any agreement or instrument in effect at the time a Person first became a Subsidiary of the Borrower or the date such agreement or instrument is otherwise assumed by the Borrower or any of its Subsidiaries, so long as such agreement or instrument was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower or such assumption, (vii) customary provisions in organizational documents, asset sale and stock sale agreements and other similar agreements that restrict the transfer of, or Liens on, ownership interests in any partnership, limited liability company or similar Person, (viii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to above, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity, (ix) any prohibition or limitation that restricted subletting or assignment of, or Lien on, leasehold interests contained in any lease or sublease governing a leasehold interest of the Borrower or a Subsidiary, (x) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby to the extent any prohibition or limitation restricts Liens on the assets financed thereby, (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords or customers under contracts entered into in the ordinary course of business, (xii) any instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, Permitted Acquisition which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, acquired or (ivxiii) any encumbrances or restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien any amendments or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent refinancings that are otherwise permitted by the provisions of any Excluded First Lien Indebtedness Loan Documents or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (ivi) through or (xxii) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any under such amendment, modification, restatement, increase, supplement, refunding, replacement, amendment or refinancing are not materially is no less favorable, taken as a whole, favorable to the Group Members Lenders than that which existed under the contract, investment or obligation that has been amended or refinanced and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clausewas permitted under clause (vi) above.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Loan Party to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Loan Party held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary or (c) transfer any of its assets to the Issuer or (except under any Guarantor, except, financings described in the case of each of clauses (aSections 8.14(c), (bd) and (ce), in respect of the assets financed thereby or that do not constitute Collateral, as the case may be) aboveto the Borrower or any other Subsidiary, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under this Agreement, the Secured Note Documents other Loan Documents, the Bridge Credit Agreement or the Senior Notes (provided such restrictions in the Senior Notes are not more restrictive in any material respect on Holdings and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, Subsidiaries than those contained in the Canadian FacilityBridge Credit Agreement), (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iii) any agreement restrictions with respect to Indebtedness owed to the Borrower or instrument governing Indebtedness assumed any Subsidiary which is required to be subordinated in connection with Indebtedness permitted by Section 8.2, (iv) encumbrances or restrictions existing under agreements existing on the acquisition date hereof and listed on Schedule 8.15, (v) any agreement or other instrument of assets a Person acquired by Holdings, the Issuer Borrower or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired Subsidiary in connection therewithexistence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the properties property or assets of the Person and its Subsidiaries, so acquiredacquired at the time of such acquisition, (ivvi) restrictions on the transfer customary non-assignment provisions of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien contract or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) any lease entered into in the ordinary course of business, (vivii) restrictions contained in solely with respect to joint ventures and similar arrangements otherwise permitted to be entered into by the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of 104 this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leasespartnership agreements, contractslimited liability company organizational governance documents, licenses shareholders agreements, joint venture agreements, and other similar agreements entered into in the ordinary course of business in connection with such joint ventures and consistent with past practices similar arrangements that restrict the disposition of ownership interests in or assets of such partnership, limited liability company, corporation, joint venture or similar Person and (including past practices of the GM Oldco Parties, as applicable), or (xiviii) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction restrictions contained in any Sale and Repurchase Agreement so long as such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing restrictions are not materially less favorable, taken qualified so as a whole, to permit exceptions thereto for the Group Members purpose of permitting payment of the Obligations under this Agreement and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseother Loan Documents.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Restricted Subsidiary to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Restricted Subsidiary held by, or pay any Indebtedness owed to, the Issuer New Holdings or any Guarantorother Restricted Subsidiary, (b) make loans or advances to, or other Investments in, the Issuer New Holdings or any Guarantor other Restricted Subsidiary or (c) transfer any of its assets to the Issuer New Holdings or any Guarantorother Restricted Subsidiary, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Loan Documents and (or any agreement governing any Permitted Refinancing in respect of the UST Facility andLoans, solely with respect so long as any such restriction contained in such refinancing agreement is not materially less favorable to GM Canada and its Subsidiaries, the Canadian FacilityLenders than that which exists as of the Effective Date), (ii) any restrictions with respect to a Guarantor Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such GuarantorRestricted Subsidiary, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredlaw, (iv) restrictions in effect on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by Effective Date contained in the holder of such Lien or agreements governing the Indebtedness in effect on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by Effective Date and in any agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in the acquirer of such assetsagreements as in effect on the Effective Date governing the Indebtedness being renewed, extended or refinanced, (v) customary non-assignment provisions in joint venture with respect to contracts, leases or licensing agreements and other similar agreements (entered into by New Holdings or any of its Restricted Subsidiaries, in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under Section 8.3 and any documents or instruments governing the terms of any agreements governing purchase money obligations, Capital Lease Obligations Indebtedness or Attributable Obligations not incurred in violation of this Agreementother obligations secured by any such Liens; provided that, that such prohibitions or restrictions relate apply only to the Property financed with assets subject to such Indebtedness, (vii) restrictions contained in any Existing Agreement, Liens; (viii) restrictions contained in any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Capital Stock or Indebtedness incurred by such Restricted Subsidiary on or prior to the extent permitted date on which such Restricted Subsidiary was acquired by the provisions New Holdings and outstanding on such date as long as such agreement was not entered into in contemplation of any Excluded First Lien Indebtedness or Additional First Lien Indebtednesssuch Person becoming a Restricted Subsidiary, (ix) restrictions any customary restriction on cash or other deposits imposed by customers under contracts or other arrangements agreements entered into in the ordinary course of business or agreed to net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) customary nonprovisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-assignment provisions in leasesleaseback agreements, contracts, licenses stock sale agreements and other similar agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or business; (xi) restrictions on deposits imposed under contracts entered into in the ordinary course of business; and (xii) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to restrictions under any Indebtedness permitted by Section 8.2 if such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing restrictions are not materially less favorable, taken as a whole, no more restrictive to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction those contained in agreements referred to in such clauseunder this Agreement.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments Distributions in respect of any Capital Stock Equity Interests of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor imposed pursuant to an agreement that has been customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and other agreements entered into in connection with the Disposition ordinary course of all or substantially all of the Capital Stock or assets of such Guarantorbusiness, (iii) any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement, (iv) any instrument governing Indebtedness assumed or Equity Interests of a Person acquired by the Borrower or any of its Subsidiaries as in effect at the time of such Acquisition (except to the extent such Indebtedness or Equity Interests was incurred or issued in connection with the acquisition or in contemplation of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithsuch Acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired, (iv) restrictions on provided that, in the transfer case of assets subject to any Lien Indebtedness, such Indebtedness is permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject 5.1 to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetsbe incurred, (v) provisions in joint venture agreements any agreement for the Disposition of a Subsidiary permitted by this Agreement that restricts Distributions by such Subsidiary pending such Disposition, and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained provisions in agreements or instruments which prohibit the terms making of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed Distributions with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating respect to any Indebtedness to the extent permitted by the provisions class of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions Equity Interests of a Person other than on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clausepro rata basis.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Restricted Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Restricted Subsidiary held by, or pay any Indebtedness owed to, the Issuer any Group Member or any Guarantor, (b) make loans or advances to, or other Investments in, the Issuer or any Guarantor or (c) transfer any of its assets to the Issuer or to, any GuarantorGroup Member, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the UST Facility andClosing Date, solely (iii) any encumbrance or restriction with respect to GM Canada a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, 138 or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and its Subsidiariesoutstanding on such date, which encumbrance or restriction is not applicable to the Canadian Facilityany other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Guarantor Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorRestricted Subsidiary, (iiivii) any encumbrances or restrictions applicable solely to a Restricted Subsidiary that is not a Loan Party and contained in any credit facility extended to any such Restricted Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders, taken as a whole, than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets Capital Stock of any Person, Person other than a Wholly Owned Subsidiary that is acquired after the Person or the properties or assets of the Person so acquiredClosing Date, (ivxi) customary restrictions on and conditions contained in any agreement relating to the transfer Disposition of assets subject to any Lien property permitted by Section 6.4 imposed by 8.5 pending the holder consummation of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetsDisposition, (vxii) customary provisions in joint venture agreements and other similar agreements (in each case relating solely applicable to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of businessventures, (vixiii) restrictions contained any encumbrance or restriction in the terms of agreements related to any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such IndebtednessPermitted Securitization, (viixiv) restrictions contained in any Existing Agreementholder of a Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (viiixv) customary restrictions and conditions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions sale of any Excluded First Lien Indebtedness or Additional First Lien Indebtednessproperty permitted under Section 8.5 pending the consummation of such sale, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (xxvi) customary non-assignment provisions in leasespartnership agreements, contractslimited liability company organizational governance documents, licenses asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business and consistent that restrict the transfer of ownership interests in such partnership, limited liability company or similar person, (xvii) provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with past practices respect to any class of Capital Stock of a Person other than on a pro rata basis, (including past practices of xviii) provisions in the GM Oldco PartiesSenior Notes Indenture, as applicable), or in effect on the Closing Date and (xixix) any amendmentsrestrictions and conditions imposed by any amendment, modificationsmodification, restatementsrestatement, increasesrenewal, supplementsincrease, refundingssupplement, replacementsrefunding, replacement or refinancings refinancing of the contractsany contract, instruments instrument or obligations obligation referred to in clauses (i) through (xxviii) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, renewal, increase, supplement, 139 refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive with respect to such restrictions taken as a whole than those in existence prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, replacement or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauserefinancing.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower (other than a Securitization Entity) to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor Subsidiary or assets imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary or such assets other than the Senior Unsecured Note Indenture and such other agreements listed on Schedule 7.12 , (iii) restrictions which are not more restrictive than those contained in this Agreement contained in any agreement or instrument documents governing any Indebtedness assumed incurred in connection accordance with the acquisition provisions of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredthis Agreement, (iv) restrictions on any documents relating to joint ventures to the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of extent that such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetsjoint ventures are not prohibited hereunder, (v) provisions any agreement in joint venture agreements and other similar agreements effect at the time a Person became a Subsidiary or assets are first acquired pursuant to an Investment permitted under Section 7.7, so long as (in each case relating solely to the respective joint venture or similar entity or the Capital Stock thereinx) such agreement was not entered into solely in the ordinary course contemplation of businesssuch Investment and (y) such encumbrance or restriction applies only to such Person and assets, (vi) any agreement, including with respect to Indebtedness, of a Foreign Subsidiary permitted pursuant to this Agreement so long as such prohibitions or limitations are only with respect to such Foreign Subsidiary and its assets or any Subsidiary of such Foreign Subsidiary; (vii) with respect to the restrictions contained in the terms of clause (c), (x) restrictions or conditions imposed by any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of agreement relating to secured debt permitted by this Agreement; provided that, Agreement if such restrictions relate or conditions apply only to the Property financed with property or assets securing such Indebtednessdebt, and (viiy) restrictions customary provisions in leases, licenses or contracts restricting assignability or subleasing prohibit the 95 granting of Liens on the rights contained in any Existing Agreement, therein and (viii) restrictions contained in imposed by any agreement relating to any governing Indebtedness to incurred after the extent Restatement Effective Date and permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, Section 7.2 that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorableare, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to the Group Members and Borrower or any Subsidiary than customary market terms for Indebtedness of such type, so long as the Noteholders than Borrower shall have determined in good faith that such restrictions will not adversely affect in any material respect its or any Subsidiary’s obligations or ability to make any payments required hereunder; provided that loans made by the provisions relating Borrower or any Subsidiary to any other Subsidiary that is a Securitization Entity or a partner or direct equity owner of a Securitization Entity may be subject to customary repayment restrictions required by the lenders to such encumbrance or restriction contained in agreements referred to in such clauseSecuritization Entity.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Restricted Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Restricted Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Restricted Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Restricted Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Restricted Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its SubsidiariesLoan Documents, the Canadian FacilitySenior Notes Indentures, the OpCo Notes Indenture, the OpCo Credit Agreement or Requirements of Law and, (ii) any restrictions with respect to a Guarantor Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorRestricted Subsidiary., (iii) any agreement or instrument governing Indebtedness assumed or Capital Stock of a Person acquired by the Borrower or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with the acquisition or in contemplation of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithsuch acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements leases or contracts entered into in the ordinary course of business and consistent with past practices practices, (including past practices v) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the GM Oldco Parties, as applicable), or nature described in clause (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xc) above; provided, however, that the (vi) provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, with respect to the Group Members disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the Noteholders than ordinary course of business, and (vii) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseordinary course of business.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Guarantor Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Issuer Holdings or any Guarantorother Subsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, the Issuer Holdings or any Guarantor other Subsidiary of Holdings or (c) transfer any of its assets to the Issuer Holdings or any Guarantorother Subsidiary of Holdings, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents this Agreement and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, other Loan Documents; (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such GuarantorSubsidiary that is permitted by the terms of this Agreement; (iii) the provisions contained in any agreement governing Debt existing as of the Effective Date (and in any refinancing of such Debt that is permitted by the terms of this Agreement so long as no more restrictive than those contained in the respective agreement governing such existing Debt); (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (iiiv) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithdebt, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so acquiredlong as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ivix) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing securing purchase money obligations, obligations and Capital Lease Obligations or Attributable Obligations not incurred in violation of this AgreementObligations; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment net worth provisions contained in leases, contracts, licenses and other agreements real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course of business and consistent with past practices (including past practices ability of the GM Oldco PartiesBorrowers and their Subsidiaries to meet their ongoing obligations, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings restrictions in respect of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members REMIC Certificates and the Noteholders than real property assets related thereto, the provisions relating to Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, and (xii) such encumbrance or restriction contained in agreements referred to in such clauseother restrictions as the Borrowers and the Agent may agree.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of (a) any such Guarantor Subsidiary of the Borrower to (aA) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (bB) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (cC) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), or (b) and (c) aboveany Loan Party to create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now owned or hereafter acquired, to secure its obligations under the Loan Documents, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iii) restrictions, limitations, conditions and prohibitions under or imposed by any indenture, agreement, instrument or other contractual arrangement in effect on the Closing Date (including this Agreement) and any similar indentures, agreements or instruments to the extent such restrictions, limitations, conditions and prohibitions are no more restrictive, taken as a whole, than those set forth in such existing indentures, agreements or instruments (including this Agreement), (iv) any restrictions consisting of customary provisions contained in leases, licenses and joint ventures and other agreements, (v) prohibitions or conditions under applicable law, rule or regulation, (vi) any agreement or instrument in effect at the time a Person first became a Subsidiary of the Borrower or the date such agreement or instrument is otherwise assumed by the Borrower or any of its Subsidiaries, so long as such agreement or instrument was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower or such assumption, (vii) customary provisions in organizational documents, asset sale and stock sale agreements and other similar agreements that restrict the transfer of, or Liens on, ownership interests in any partnership, limited liability company or similar Person, (viii) in the case of any joint venture which is not a Loan Party in respect of any matters referred to above, restrictions in such Person’s organizational documents or pursuant to any joint venture agreement or stockholders agreements solely to the extent of the Capital Stock of or property held in the subject joint venture or other entity, (ix) any prohibition or limitation that restricted subletting or assignment of, or Lien on, leasehold interests contained in any lease or sublease governing a leasehold interest of the Borrower or a Subsidiary, (x) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby to the extent any prohibition or limitation restricts Liens on the assets financed thereby, (xi) restrictions on cash or other deposits or net worth imposed by suppliers or landlords or customers under contracts entered into in the ordinary course of business, (xii) any instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or Permitted Eclipsys Acquisition and any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, Permitted Acquisition which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, acquired or (ivxiii) any encumbrances or restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien any amendments or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent refinancings that are otherwise permitted by the provisions of any Excluded First Lien Indebtedness Loan Documents or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (ivi) through or (xxii) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any under such amendment, modification, restatement, increase, supplement, refunding, replacement, amendment or refinancing are not materially is no less favorable, taken as a whole, favorable to the Group Members Lenders than that which existed under the contract, investment or obligation that has been amended or refinanced and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clausewas permitted under clause (vi) above.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Guarantor Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Issuer Holdings or any Guarantorother Subsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, the Issuer Holdings or any Guarantor other Subsidiary of Holdings or (c) transfer any of its assets to the Issuer Holdings or any Guarantorother Subsidiary of Holdings, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents this Agreement and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, other Loan Documents; (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such GuarantorSubsidiary that is permitted by the terms of this Agreement; (iii) the provisions contained in any agreement governing Debt existing as of the Effective Date (and in any refinancing of such Debt that is permitted by the terms of this Agreement so long as no more restrictive than those contained in the respective agreement governing such existing Debt); (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (iiiv) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithdebt, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so acquiredlong as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ivix) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing securing purchase money obligations, obligations and Capital Lease Obligations or Attributable Obligations not incurred in violation of this AgreementObligations; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment net worth provisions contained in leases, contracts, licenses and other agreements real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course of business and consistent with past practices (including past practices ability of the GM Oldco PartiesBorrowers and their Subsidiaries to meet their ongoing obligations, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings restrictions in respect of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members REMIC Certificates and the Noteholders than real property assets related thereto, the provisions relating to Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, and (xii(xii) restrictions governing a Subsidiary of Holdings in connection with a Credit Card Royalty Securitization and (xiii) such encumbrance or restriction contained in agreements referred to in such clauseother restrictions as the Borrowers and the Agent may agree.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Company to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Company or any Guarantorother Subsidiary of the Company, (b) make loans or advances to, or other Investments in, the Issuer Company or any Guarantor other Subsidiary of the Company or (c) transfer any of its assets to the Issuer Company or any Guarantorother Subsidiary of the Company, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityCredit Documents, (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or all or substantially all of the assets of such GuarantorSubsidiary, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquiredlaw, (iv) restrictions in effect on the transfer date of assets subject to any Lien permitted by Section 6.4 imposed by this Agreement contained in the holder of such Lien or agreements governing the Indebtedness in effect on the transfer Closing Date and in any agreements governing any refinancing thereof if such restrictions are no more restrictive than those contained in the agreements as in effect on the date of assets subject to a Disposition permitted by Section 6.12 imposed by this Agreement governing the acquirer of such assetsIndebtedness being renewed, extended or refinanced, (v) customary non-assignment provisions in joint venture with respect to contracts, leases or licensing agreements and other similar agreements (entered into by the Company or any of its Subsidiaries, in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained customary provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business, (vii) Liens permitted under subsection 8.3 and any documents or instruments governing the terms of any agreements governing purchase money obligations, Capital Lease Obligations Indebtedness or Attributable Obligations not incurred in violation of this Agreementother obligations secured by any such Liens; provided that, that such prohibitions or restrictions relate apply only to the Property financed with assets subject to such Indebtedness, (vii) restrictions contained in any Existing Agreement, Liens; (viii) restrictions contained in any encumbrance or restriction with respect to a Subsidiary pursuant to an agreement relating to any capital stock or Indebtedness incurred by such Subsidiary on or prior to the extent permitted date on which such Subsidiary was acquired by the provisions Company and outstanding on such date as long as such agreement was not entered into in contemplation of any Excluded First Lien Indebtedness or Additional First Lien Indebtednesssuch Person becoming a Subsidiary of the Company, (ix) restrictions any customary restriction on cash or other deposits imposed by customers under contracts or other arrangements agreements entered into in the ordinary course of business or agreed to net worth provisions in leases and other agreements entered into in the ordinary course of business, (x) customary nonprovisions with respect to dividends, the disposition or distribution of assets or property in joint venture agreements, license agreements, asset sale agreements, sale-assignment provisions in leasesleaseback agreements, contracts, licenses stock sale agreements and other similar agreements entered into in the ordinary course of business business; and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings restrictions on deposits imposed under contracts entered into in the ordinary course of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clausebusiness.

Clauses Restricting Subsidiary Distributions. The Issuer will Shall not, and will shall not permit any Guarantor other Loan Party to, enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantor, Subsidiary Guarantor or (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor or (c) transfer any of its assets to the Issuer or any Subsidiary Guarantor, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the UST Facility andClosing Date or pursuant to the Plan of Reorganization, solely (iii) any encumbrance or restriction with respect to GM Canada a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any obligation incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its SubsidiariesSubsidiaries or the properties or assets of the Borrower or its Subsidiaries (other than the Subsidiary, or the Canadian Facilityproperty or assets of the Subsidiary so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary), (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing or replacement of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this Section 7.10 or this clause (iv) or contained in any amendment to or replacement of an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv), provided, however, that the encumbrances and restrictions contained in any such refinancing or replacement financing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iiivi) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any agreement governing debt incurred by any Foreign Subsidiary; (vii) restrictions on the transfers of assets pursuant to the documentation governing a Lien permitted by Section 7.01; and (viii) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets Capital Stock of any Person, Person other than a Wholly Owned Subsidiary that is acquired after the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseClosing Date.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of Holdings other than a Loan Party to (a) make Restricted Payments in respect of any Capital Stock equity interests of such Guarantor Subsidiary held by, or pay any Indebtedness indebtedness owed to, the Issuer Holdings or any Guarantorother Subsidiary of Holdings, (b) make loans or advances to, or other Investments investments in, the Issuer Holdings or any Guarantor other Subsidiary of Holdings or (c) transfer any of its assets to the Issuer Holdings or any Guarantorother Subsidiary of Holdings, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents this Agreement and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, other Loan Documents; (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all any portion of the Capital Stock equity interests or assets of such GuarantorSubsidiary; (iii) the provisions contained in any agreement governing indebtedness existing as of the Third Amendment Effective Date (and in any refinancing of such indebtedness so long as no more restrictive than those contained in the respective existing indebtedness); (iv) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower or a Subsidiary of any Borrower entered into in the ordinary course of business, (iiiv) customary restrictions and conditions contained in the documents relating to any Lien, so long as such Lien is not prohibited hereunder and such restrictions or conditions relate only to the specific asset subject to such Lien; (vi) customary provisions restricting assignment of any contract entered into by any Borrower or any Subsidiary of any Borrower in the ordinary course of business, (vii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithdebt, which encumbrance or restriction is not applicable to any Person, Person or the properties or assets of any Person, other than the Person or the properties or assets of the Person acquired pursuant to the respective acquisition and so acquiredlong as the respective encumbrances or restrictions were not created (or made more restrictive) in connection with or in anticipation of the respective acquisition; (viii) customary provisions restricting the assignment of licensing agreements, management agreements or franchise agreements entered into by any Borrower or any of its Subsidiaries in the ordinary course of business; (ivix) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing securing purchase money obligations and capitalized lease obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment net worth provisions contained in leases, contracts, licenses and other agreements real property leases entered into by Subsidiaries of any Borrower, so long as the applicable Borrower has determined in good faith that such net worth provisions could not reasonably be expected to impair the ordinary course of business and consistent with past practices (including past practices ability of the GM Oldco PartiesBorrowers and their Subsidiaries to meet their ongoing obligations, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings restrictions in respect of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members REMIC Certificates and the Noteholders than real property assets related thereto, the provisions relating to Intellectual Property held by KCD IP, LLC and any proceeds of the foregoing, and (xii) such encumbrance or restriction contained in agreements referred to in such clauseother restrictions as the Borrowers and the Co-Collateral Agents may agree.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Closing Date (including the Indentures and the UST Facility andNote Lien Documents referred to therein), solely (iii) any encumbrance or restriction with respect to GM Canada a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by the Borrower) and outstanding on such date, which encumbrance or restriction is not applicable to the Borrower or its Subsidiaries, or the Canadian Facilityproperties or assets of the Borrower or its Subsidiaries, other than the Subsidiary, or the property or assets of the Subsidiary, so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iiivii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any credit facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 7.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 7.2(m) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower) and (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets Capital Stock of any Person, Person other than a Wholly Owned Subsidiary that is acquired after the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseClosing Date.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Restricted Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Restricted Subsidiary held by, or pay any Indebtedness owed to, the Issuer or any GuarantorGroup Member, (b) make loans or advances to, or other Investments in, the Issuer or any Guarantor Group Member or (c) transfer any of its assets to the Issuer or any GuarantorGroup Member, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the UST Facility andClosing Date (including the Indentures), solely (iii) any encumbrance or restriction with respect to GM Canada a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and its Subsidiariesoutstanding on such date, which encumbrance or restriction is not applicable to the Canadian Facilityany other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Guarantor Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorRestricted Subsidiary, (iiivii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets Capital Stock of any Person, Person other than a Wholly Owned Subsidiary that is acquired after the Person or the properties or assets of the Person so acquiredClosing Date, (ivxi) customary restrictions on and conditions contained in any agreement relating to the transfer Disposition of assets subject to any Lien property permitted by Section 6.4 imposed by 8.5 pending the holder consummation of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetsDisposition, (vxii) customary provisions in joint venture agreements and other similar agreements (in each case relating solely applicable to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of businessventures, (vixiii) restrictions contained any encumbrance or restriction in the terms of agreements related to any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such IndebtednessPermitted Securitization, (viixiv) restrictions contained in any Existing Agreementholder of a Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (viiixv) customary restrictions and conditions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions sale of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, property permitted under Section 8.5 pending the consummation of such sale and (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (xxvi) customary non-assignment provisions in leasespartnership agreements, contractslimited liability company organizational governance documents, licenses asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business and consistent with past practices (including past practices that restrict the transfer of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to ownership interests in such clausepartnership, limited liability company or similar person.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock Equity Interests of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock Equity Interests or assets of such GuarantorSubsidiary in a transaction otherwise permitted by this Agreement, (iii) the encumbrances and restrictions on the Qualified LaGrange Entities pursuant to the LaGrange Documents, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or instrument Indebtedness secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than those contained in the Loan Documents or the CCO Senior Notes Indentures, the Holdings Credit Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of assets by the Issuer any Person that becomes a Subsidiary pursuant to Section 7.7(f) or any Guarantor (h) so long as such Indebtedness is permitted hereunder under Section 7.2(f) or secured by a Lien encumbering assets acquired (l) and such Indebtedness was not created or incurred in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder contemplation of such Lien or on the transfer of assets subject acquisition and such restrictions apply only to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements acquired Subsidiary and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of businessits Subsidiaries, (vi) restrictions contained in the terms of CCO Senior Note Indentures as in effect on the Restatement Effective Date or in any agreements other agreement governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred Indebtedness secured by Liens described in violation of this Agreement; provided that, Section 7.3(o) so long as such restrictions relate only to are no more onerous in any material respect than those contained in the Property financed with such IndebtednessCCO Senior Note Indentures as in effect on the Restatement Effective Date, (vii) restrictions contained in any Existing AgreementQPC Indenture or the Holdings Credit Documents as in effect on the Restatement Effective Date, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by organizational documents of CC VIII, LLC, and other documents governing the provisions of any Excluded First Lien Indebtedness or Additional First Lien IndebtednessCCVIII Interest, (ix) customary restrictions on cash or other deposits imposed by customers in an agreement to Dispose of assets in a transaction permitted under contracts or other arrangements entered into or agreed Section 7.5 to in the ordinary course of businessextent that such restriction applies solely to such assets, (x) customary nonanti-assignment provisions in leases, contracts, leases and licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Partiesor as required in any franchise permit, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings restrictions governing Indebtedness permitted under Section 7.2(d) to the extent prohibiting transfers of the contractsassets financed with such Indebtedness, instruments or obligations referred to in clauses and (ixii) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction restrictions contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken the Silo Credit Agreements as a whole, to in effect on the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseRestatement Effective Date.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, No Loan Party shall enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of Foamex to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Foamex or any Guarantor, Subsidiary Guarantor or (b) make loans or advances to, or other Investments in, the Issuer Foamex or any Guarantor or (c) transfer any of its assets to the Issuer or any Subsidiary Guarantor, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the UST Facility andClosing Date or pursuant to the Plan of Reorganization, solely (iii) any encumbrance or restriction with respect to GM Canada a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any obligation incurred by such Subsidiary prior to the date on which such Subsidiary was acquired by Foamex (other than obligations incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary was acquired by Foamex) and outstanding on such date, which encumbrance or restriction is not applicable to Foamex or its SubsidiariesSubsidiaries or the properties or assets of Foamex or its Subsidiaries (other than the Subsidiary, or the Canadian Facilityproperty or assets of the Subsidiary so acquired, or any Subsidiary thereof or the property or assets of any such Subsidiary), (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing or replacement of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this Section 7.23 or this clause (iv) or contained in any amendment to or replacement of an agreement referred to in clause (i), (ii) or (iii) of this Section 7.23 or this clause (iv), provided, however, that the encumbrances and restrictions contained in any such refinancing or replacement financing agreement or amendment are not materially less favorable taken as a whole, as determined by Foamex in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition disposition of all or substantially all of the Capital Stock Equity Interests or assets of such GuarantorSubsidiary permitted hereunder, (iiivi) any encumbrances or restrictions applicable solely to a Foreign Subsidiary (other than Foamex Canada or any other Canadian Subsidiary) and contained in any agreement governing debt incurred by such Foreign Subsidiary, (vii) restrictions on the transfers of assets pursuant to the documentation governing a Lien permitted by Section 7.14, and (viii) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets Equity Interests of any Person, Person other than a wholly owned Subsidiary that is acquired after the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseClosing Date.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Restricted Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Restricted Subsidiary held by, or pay any Indebtedness owed to, the Issuer or any GuarantorGroup Member, (b) make loans or advances to, or other Investments in, the Issuer or any Guarantor Group Member or (c) transfer any of its assets to the Issuer or any GuarantorGroup Member, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the UST Facility andRestatementThird Amendment Effective Date (including the Indentures), solely (iii) any 148 encumbrance or restriction with respect to GM Canada a Restricted Subsidiary or any of its Restricted Subsidiaries pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary prior to the date on which it became a Restricted Subsidiary (other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary) and its Subsidiariesoutstanding on such date, which encumbrance or restriction is not applicable to the Canadian Facilityany other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Guarantor Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorRestricted Subsidiary, (iiivii) any encumbrances or restrictions applicable solely to a ForeignRestricted Subsidiary that is not a Loan Party and contained in any Credit Facilitycredit facility extended to any Foreignsuch Restricted Subsidiary; (viii) restrictions in the transfers of assets encumbered by a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2 if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders, taken as a whole, than is customary in comparable financings (as determined in good faith by the Borrower), (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets Capital Stock of any Person, Person other than a Wholly Owned Subsidiary that is acquired after the Person or the properties or assets of the Person so acquiredRestatement Effective Date, (ivxi) customary restrictions on and conditions contained in any agreement relating to the transfer Disposition of assets subject to any Lien property permitted by Section 6.4 imposed by 8.5 pending the holder consummation of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetsDisposition, (vxii) customary provisions in joint venture agreements and other similar agreements (in each case relating solely applicable to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of businessventures, (vixiii) restrictions contained any encumbrance or restriction in the terms of agreements related to any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such IndebtednessPermitted Securitization, (viixiv) restrictions contained in any Existing Agreementholder of a Lien permitted by Section 8.3(k) restricting the transfer of the property subject thereto, (viiixv) customary restrictions and conditions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions sale of any Excluded First Lien Indebtedness or Additional First Lien Indebtednessproperty permitted under Section 8.5 pending the consummation of such sale and, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (xxvi) customary non-assignment provisions in leasespartnership agreements, contractslimited liability company organizational governance documents, licenses asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business and consistent that restrict the transfer of ownership interests in such partnership, limited liability company or similar person., (xvii) 149 provisions in agreements or instruments which prohibit the payment of dividends or the making of other distributions with past practices respect to any class of Capital Stock of a Person other than on a pro rata basis, (including past practices of xviii) provisions in the GM Oldco PartiesSenior Notes Indenture, as applicable), or in effect on the Third Amendment Effective Date and (xixix) any amendmentsrestrictions and conditions imposed by any amendment, modificationsmodification, restatementsrestatement, increasesrenewal, supplementsincrease, refundingssupplement, replacementsrefunding, replacement or refinancings refinancing of the contractsany contract, instruments instrument or obligations obligation referred to in clauses (i) through (xxviii) above; provided, however, provided that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, replacement or refinancing are not materially less favorableis, in the good faith judgment of the Borrower, no more restrictive with respect to such restrictions taken as a whole, to the Group Members and the Noteholders whole than the provisions relating those in existence prior to such encumbrance amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or restriction contained in agreements referred to in such clauserefinancing.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Guarantor other Subsidiary of the Borrower or (c) transfer any of its assets to the Issuer Borrower or any Guarantorother Subsidiary of the Borrower, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility, Loan Documents; (ii) any restrictions such agreement existing on the Closing Date; (iii) customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and other agreements entered into in the ordinary course of business; (iv) any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement; (v) any instrument governing Indebtedness or Capital Stock of a Guarantor imposed pursuant Person acquired by such Borrower or any of its Subsidiaries as in effect at the time of such acquisition (except to an agreement that has been entered into the extent such Indebtedness or Capital Stock was incurred or issued in connection with the Disposition of all or substantially all of the Capital Stock or assets in contemplation of such Guarantor, (iii) any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewithacquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person Person, or the properties property or assets of the Person Person, so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to in the Property financed with such case of Indebtedness, such Indebtedness is permitted by Section 6.2 to be incurred; (vi) any agreement for the Disposition of a Subsidiary permitted by this Agreement that restricts distributions by such Subsidiary pending such Disposition; and (vii) restrictions contained provisions in any Existing Agreement, (viii) restrictions contained in any agreement relating agreements or instruments which prohibit the payment of dividends or the making of other distributions with respect to any Indebtedness to the extent permitted by the provisions class of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions Capital Stock of a Person other than on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clausepro rata basis.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer Borrower or any Subsidiary Guarantor, (b) make loans or advances to, or other Investments in, the Issuer Borrower or any Subsidiary Guarantor or (c) transfer any of its assets to the Issuer Borrower or any Subsidiary Guarantor, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Note Documents and the UST Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian FacilityLoan Documents, (ii) applicable law or any restrictions with respect to a Guarantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all rule, regulation or substantially all of the Capital Stock or assets of such Guarantororder, (iii) customary non-assignment provisions or restrictions on cash or other deposits contained in any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer contract or any Guarantor permitted hereunder or secured by lease governing a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets leasehold interest of any Person, other than the Person or the properties or assets of the Person so acquiredGroup Member, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 under this Agreement imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assetsLien, (v) restrictions imposed by any agreement to sell assets or Capital Stock permitted under this Agreement to any Person pending the closing of such sale, (vi) customary provisions in joint venture agreements and other similar agreements entered into by the Borrower or one of its Subsidiaries and any Person (other than the Borrower or any Affiliate of the Borrower), in each case case, relating solely to the respective joint venture or similar entity or the Capital Stock therein) equity interests therein and entered into in the ordinary course of business, (vivii) restrictions contained in the terms of any agreements governing purchase money obligations (including any capitalized lease obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to property acquired in the ordinary course of business, (xviii) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in restrictions imposed under the ordinary course of business and consistent with past practices (including past practices of the GM Oldco PartiesElvis Operating Company Charter Documents, as applicable), in effect on the Restatement Date or (xiix) restrictions imposed on any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings Permitted Joint Venture under the terms of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseNon-Recourse Indebtedness.

Clauses Restricting Subsidiary Distributions. The Issuer will not, and will not permit any Guarantor to, enter Enter into or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any such Guarantor Subsidiary of any Group Member to (a) make Restricted Payments in respect of any Capital Stock of such Guarantor Subsidiary held by, or pay any Indebtedness owed to, the Issuer or any GuarantorGroup Member, (b) make loans or advances to, or other Investments in, the Issuer or any Guarantor Group Member or (c) transfer any of its assets to the Issuer or any GuarantorGroup Member, except, in the case of each of clauses (a), (b) and (c) above, except for such encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Secured Loan Documents, (ii) any encumbrance or restriction pursuant to applicable law or an agreement in effect at or entered into on the Original Closing Date (including the Senior Unsecured Note Documents and the UST Facility andIndenture), solely (iii) any encumbrance or restriction with respect to GM Canada a Subsidiary or any of its Subsidiaries pursuant to an agreement relating to any Indebtedness incurred by such Subsidiary prior to the date on which it became a Subsidiary (other than Indebtedness incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary) and its Subsidiariesoutstanding on such date, which encumbrance or restriction is not applicable to the Canadian Facilityany other Group Member or the properties or assets of any other Group Member, (iv) any encumbrance or restriction pursuant to an agreement effecting a refinancing of Indebtedness incurred pursuant to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv) or contained in any amendment to an agreement referred to in clause (i), (ii) or (iii) of this covenant or this clause (iv); provided, however, that the encumbrances and restrictions contained in any such refinancing agreement or amendment are not materially less favorable taken as a whole, as determined by the Borrower in good faith, to the Lenders than the encumbrances and restrictions contained in such predecessor agreement, (v) with respect to clause (c), any encumbrance or restriction (A) that restricts the subletting, assignment or transfer of any property or asset or right and is contained in any lease, license or other contract entered into in the ordinary course of business or (B) contained in security agreements securing Indebtedness of a Subsidiary to the extent such encumbrance or restriction restricts the transfer of the property subject to such security agreements, (vi) any restrictions with respect to a Guarantor Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock or assets of such GuarantorSubsidiary, (iiivii) any encumbrances or restrictions applicable solely to a Foreign Subsidiary and contained in any Credit Facility extended to any Foreign Subsidiary; (viii) restrictions in the transfers of assets pursuant to a Lien permitted by Section 8.3, (ix) any encumbrance or restriction arising under or in connection with any agreement or instrument relating to any Indebtedness permitted by Section 8.2(k) if (A) either (x) the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in the terms of such agreement or instrument or (y) the Borrower in good faith determines that such encumbrance or restriction will not cause the Borrower not to have the funds necessary to pay the Obligations when due and (B) the encumbrance or restriction is not materially more disadvantageous to the Lenders than is customary in comparable financings (as determined in good faith by the Borrower) and (x) any encumbrance or restriction arising under or in connection with any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Issuer or any Guarantor permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any Person, or the properties or assets Capital Stock of any Person, Person other than a Wholly Owned Subsidiary that is acquired after the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of assets subject to any Lien permitted by Section 6.4 imposed by the holder of such Lien or on the transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of such assets, (v) provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in the ordinary course of business, (vi) restrictions contained in the terms of any agreements governing purchase money obligations, Capital Lease Obligations or Attributable Obligations not incurred in violation of this Agreement; provided that, such restrictions relate only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the extent permitted by the provisions of any Excluded First Lien Indebtedness or Additional First Lien Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (x) customary non-assignment provisions in leases, contracts, licenses and other agreements entered into in the ordinary course of business and consistent with past practices (including past practices of the GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements, increases, supplements, refundings, replacements, or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (x) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such amendment, modification, restatement, increase, supplement, refunding, replacement, or refinancing are not materially less favorable, taken as a whole, to the Group Members and the Noteholders than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauseOriginal Closing Date.